Target Companies. Within thirty (30) days after Commencement Date, a special committee (the "COMMITTEE") of the EGPI Board shall be established to meet with the Executive and _________________ (collectively, the "MANAGERS") to establish guidelines (the "GUIDELINES") for acquisitions of companies similar to the Company. After the Guidelines have been established and approved by the EGPI Board, the Managers may from time to time bring acquisition candidates (a "TARGET COMPANY" or the "TARGET COMPANIES") to the Committee for review. If the acquisition terms of a Target Company comply with the Guidelines, EGPI will make available a pool of Common Stock and apportion cash which may be available from EGPI for the acquisition of the Target Company as a wholly-owned subsidiary of the Company, pursuant to any acquisition structure recommended by the Company's attorneys, accountants or other professional advisors. As soon as practicable after the acquisition of the Company, the Committee and the Managers shall establish reasonable financial goals for the results of operations of any Target Company acquired, to include target sales, target growth in sales, and target earnings before interest, depreciation, taxes and amortization, as determined in accordance with United States generally accepted accounting principles ("EBITDA"), hereinafter collectively the "TARGET GOALS." At the end of each full fiscal year of operation for any Target Company, EGPI shall cause an audit of the Target Company to be performed by EGPI' accountants (the "TARGET REVIEW"). The board of directors of EGPI (the “Board”) shall compare the financials of the Companies to the projected financials of the Company and determine a Bonus Pool. The cumulative Bonus Pool shall be 50% of the earnings in excess of 110% of the Earnout Target. In the event the results of operation of each Target Company, as determined by the Target Review, is equal to greater than the Target Goals, then an amount not less than Twenty-Five Percent (25%) of the net income of any Target Company, as established by the Target Review, would be paid to the Managers, in accordance with each Manager's Employment Agreement, in cash or in common stock of EGPI, at the Company's option, in accordance with the example set forth in EXHIBIT A hereto. The incentive compensation payable under this Section shall be cumulative over a three (3) year period.
Target Companies. (a) NextRx LLC is a limited liability company validly existing and in good standing under the Laws of the State of Ohio and has all requisite limited liability company power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. NextRx is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. NextRx Services is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York and has all requisite corporate power and authority to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each Target Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character or location of the properties owned, leased or operated by such Target Company or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions where the failure to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Prior to the execution of this Agreement, Seller has made available to Purchaser true, complete and correct copies of the certificates of incorporation and bylaws (or other similar governing documents) for each Target Company.
Target Companies. Notwithstanding any provisions of this Section 6.17 to the contrary, the Target Companies shall satisfy the requirements of this Section 6.17 within ninety (90) days following the Amendment Effective Date.
Target Companies. Target Companies shall mean (i) entities that are Portfolio Companies as of the Formation Date, (ii) successors to the entities described in clause (i), or (iii) entities that are approved pursuant to paragraph 8.5(a); it being understood that such entities must be engaged in the business of, or related to, blockchain technology.
Target Companies. The authorized capital stock of Fiserv Affinity consists of 1,000,000 shares of common stock, of which 25,000 shares as of the date hereof are issued and outstanding. The authorized capital stock of TIB consists of 10,000 shares of common stock, of which 10,000 shares as of the date hereof are issued and outstanding. The authorized capital stock of Fiserv Brokerage consists of 50,000 shares of common stock, of which 25,000 shares as of the date hereof are issued and outstanding. All of the Target Shares have been duly authorized and validly issued and are fully paid and non-assessable, and are owned beneficially and of record by Seller.
Target Companies. “Target Companies” shall mean: (a) the Company; and (b) each of Company’s Subsidiaries.
Target Companies. 3.1 Each Target Company:
(a) does not have any interest in, and has not agreed to acquire, any share capital or other securities of any other company (wherever incorporated) other than as set out in Part A of Schedule 1; and
(b) does not have any branch, division, establishment or operations outside Hong Kong.
3.2 True copies of all joint venture agreements, shareholders agreements and other material documents in effect in relation to the governance of each Target Company are set out in the Data Room.
3.3 Save and except for the transactions contemplated under this Agreement, no corporate or group restructuring, including by way of merger, demerger or hive-down of assets is currently taking place or envisaged in relation to any Target Company.
3.4 There are no outstanding or potential funding obligations of any Target Company in respect of any other company or entity.
3.5 The particulars of the Target Companies contained in Part A of Schedule 1 are true and accurate.
3.6 Save as Disclosed, no shareholder agreement or similar agreement is in effect (whether or not binding on the Company) in relation to HKMAI TST.
Target Companies. (A) Schedule 2-A is a complete list of all the Subsidiaries of Digitel and Sun. All the outstanding shares of the capital stock of each Subsidiary are free and clear of all Encumbrances, except for the shares in the capital stock of Digitel Crossing, Inc., which are subject to a right of first refusal and call option in favor of Pacific Network Phils., Inc. and Asia Netcom Phils. Corp. upon terms and conditions that have been fully disclosed in the Sellers’ Disclosure Letter. There is no option, warrant, subscription, call, right, convertible security or other agreement or commitment, obligating such Subsidiary to issue, transfer, sell, redeem, repurchase or otherwise acquire any shares of its own capital stock or securities.
(B) Digitel Capital Philippines, Ltd. is not engaged in any business other than the issuance of the US$190,000,000 Zero Coupon Exchangeable Bonds due 2014, exchangeable into shares of Digitel.
(C) Digitel Information Technology Services, Inc. is a dormant corporation and is not engaged in any business. As of the date hereof, Digitel Information Technology Services, Inc. does not have (and on the Closing Date, it shall not have) any substantial assets or liabilities.
(D) Digitel Crossing, Inc. is primarily engaged in the operation of an optical fiber transmission system from Naic, Cavite to Makati City.
(E) Asia Netcom Philippines Corporation is primarily engaged in the holding of equity shares in Digitel Crossing, Inc.
Target Companies. (i) Each Building Products Company is a corporation, as set forth on Schedule 3.4, duly organized, validly existing and in good standing under the laws of Michigan, as applicable, with all requisite power and authority to own, operate and lease its properties and assets, as the case may be, and to carry on the Building Products Business as it is now being conducted.
(ii) Each Stone Company is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware or Mexico, as applicable, with all requisite power and authority to own, operate and lease its properties and assets, as the case may be, and to carry on the Stone Business as it is now being conducted.
(iii) Each Roofing Company is a corporation, limited liability company or private limited company, as set forth on Schedule 3.4, duly organized, validly existing and in good standing under the laws of Delaware, California, Utah, or England and Wales, as applicable, with all requisite power and authority to own, operate and lease its properties and assets, as the case may be, and to carry on the Roofing Business as it is now being conducted.
(iv) Each Windows Company is a limited liability company duly organized, validly existing and in good standing under the laws of Utah, with all requisite power and authority to own, operate and lease its properties and assets, as the case may be, and to carry on the Windows Business as it is now being conducted.
(v) Each Target Company is qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of property by it or the conduct of the Business, as currently conducted by it, require such licensing or qualification, except for any such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Target Companies. 7.2.1 The Monacair Activités Commerciales Shares (i) represent 100% of the share capital and voting rights of Monacair Activités Commerciales, on a fully diluted basis, (ii) are validly issued and fully paid-up as set forth in Exhibit 2.3 and (iii) are free and clear of any Third Party Rights.
7.2.2 The Héli Sécurité Activités Commerciales Shares (i) represent 100% of the share capital and voting rights of Héli Sécurité Activités Commerciales, on a fully diluted basis, (ii) are validly issued and fully paid-up as set forth in Exhibit 2.3 and (iii) are free and clear of any Third Party Rights.
7.2.3 The Azur Activités Commerciales Shares (i) represent 100% of the share capital and voting rights of Azur Activités Commerciales, on a fully diluted basis, (ii) are validly issued and fully paid-up as set forth in Exhibit 2.3 and (iii) are free and clear of any Third Party Rights.
7.2.4 The Target Companies are duly organized and validly existing under the Laws of Monaco, with respect to Monacair Activités Commerciales and under the Laws of France, with respect to Héli Sécurité Activités Commerciales and Azur Activités Commerciales, each with the full corporate power and authority to enable it to own its properties and carry on its business as currently conducted. No written request has been made or is threatened, for its annulment or its dissolution and its existence may not be challenged by any Governmental Authority.
7.2.5 None of the Target Companies is in Bankruptcy, no formal request has been made for its annulment or its dissolution, and its existence may not be challenged by any Governmental Authority.
7.2.6 None of the Sellers (or their Affiliates), nor the Target Companies is a party to any agreement with a third party with respect to the voting, sale, issuance, transfer or purchase of option over any of the Securities of any of the Target Companies whether contingent or otherwise, immediately or in the future.
7.2.7 None of the Target Companies has ever owned, directly or indirectly, any Securities or other equity interests, or voting rights, in any Entity, including any Entity in which it has borne, bears or will bear any unlimited liability as a partner thereof.
7.2.8 Except under this Agreement, none of the Target Companies has ever entered into any agreement or commitment, or made any bid, to acquire by merger, subscription, purchase of stock or assets or otherwise any business or company (be it a corporation, partnership, association or other busi...
